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EMTRO LLC Standard Terms and Conditions of Sale

EMTRO LLC End User License Agreement (EULA)

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Rotocontrol EMT GmbH General Terms and Conditions of Delivery

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EMTRO LLC Standard Terms and Conditions of Sale

Version 1.0; 03/18/2024

STANDARD TERMS AND CONDITIONS OF SALE

PLEASE READ YOUR EMT PROPOSAL OR ORDER CONFIRMATION CAREFULLY AS THESE, AND ANY OTHER EMT STANDARD TERMS AND CONDITIONS OF SALE THAT FORM PART OF THIS CONTRACT, ARE SPECIFIED ON THE FACE OF THE EMT PROPOSAL OR ORDER CONFIRMATION ISSUED TO YOU BY EMT. NOTE: EMT WILL NOT TRANSMIT THESE DOCUMENTS TO YOU. IT IS YOUR RESPONSIBILITY TO OBTAIN COPIES OF THESE DOCUMENTS FROM EMT’S WEBSITE SPECIFIED ON THE EMT PROPOSAL OR ORDER CONFIRMATION.

1. ACCEPTANCE BY BUYER:

EMTRO LLC (d/b/a EMT International) (“Seller”) hereby offers to sell to the addressee named on the face hereof (the “Buyer”) the equipment, parts or services listed on the face hereof (the “Equipment”) for the price(s) indicated, on the express condition that the Buyer agrees to accept and be bound by all the terms and conditions herein. Unless withdrawn or modified by Seller this offer may be accepted by Buyer by any of the following: (a) written, telephonic, telegraphic , email or facsimile acceptance received by Seller within 30 days (unless otherwise specified), or (b) shipment by Seller of and Buyer’s acceptance of or payment for, all or any of the Equipment. A response by Buyer in any of the foregoing manners shall constitute acceptance by Buyer of all terms and conditions hereof. Seller objects to and rejects any terms in any purchase order, acceptance or other document submitted by or on behalf of Buyer that are in conflict with any of the terms and conditions of these Standard Terms and Conditions of Sale unless Seller has signed an agreement identifying with particularity each provision and paragraph of these Standard Terms and Conditions that is modified or waived.

2. SALES AGREEMENT:

The agreement between Seller and Buyer (the “Sales Agreement”) with respect to the Equipment shall consist of the terms and conditions contained herein, together with any modifications or additions thereto agreed to in writing by Seller and Buyer. The Sales Agreement, as modified or supplemented as provided herein, shall constitute the entire agreement of Seller and Buyer with respect to the transaction contemplated hereby. No prior to or contemporaneous courses of dealing or written or verbal agreements, to the extent that they differ in any way from the written terms and conditions of the Sales Agreement, shall be binding on the Seller or be construed to alter, repeal or invalidate the Sales Agreement. In the event of a conflict between these terms and conditions and any other, specific, written, agreed to terms included within any other Sales Agreement, such other terms shall only govern such other Sales Agreement.

3. PAYMENT AND CREDIT; SECURITY INTEREST:

If Buyer and Seller agree that the payment of any part of the price of the Equipment received by Seller before the commencement of production, the Seller shall be under no obligation to commence production unless and until such payment is received, and in any event may cancel this Sales Agreement if such payment is not received within 30 days of the date hereof.

Buyer will adjust the Contract price and pay Seller for: A) costs Seller has or may incur that were not anticipated by Seller as of the date of the initial Proposal or, B) the Contract exceeds the time frame contemplated by the parties.

If Buyer and Seller agree that all or a portion of the price of the Equipment is to be paid to Seller before delivery of the Equipment to the carrier, as provided in Section 5 below, whether by way of deposit, prepayment, progress payment or otherwise, Buyer expressly acknowledges and agrees as follows: (a) notwithstanding such payment and identification of the Equipment that is to be sold to Buyer, title to the Equipment will pass to Buyer only upon Seller’s actual receipt of the entire purchase price and all installments thereof (notwithstanding receipt of the Equipment by Buyer), and not before; (b) any and all such payments shall constitute loans to the Seller, which will be deemed discharged by Seller upon delivery of the Equipment to the carrier; (c) Buyer waives any and all rights it may have as a “buyer in the ordinary course” for purposes of the applicable Uniform Commercial Code until delivery of the Equipment to the carrier; and (d) to the extent that, notwithstanding the foregoing clauses (a), (b) and (c), the Buyer has an interest in the Equipment or in any deposit, prepayment, progress payment or other payment to Seller prior to the delivery of the Equipment to the carrier, such interest shall be subordinate in right to any inventory financier or other secured creditor of Seller. As to any amounts due Seller by Buyer hereunder, Buyer hereby grants to Seller a purchase money security interest in the Equipment (and all accessories, attachments or other goods sold to Buyer by Seller hereunder) manufactured or supplied by Seller. The purpose of the security interest granted hereunder is to secure Buyer’s full payment on all obligations due and owing to Seller. Seller, in its discretion, may file a UCC-1 Financing Statement or such other instruments, certificates and/or documents necessary to perfect Seller’s senior lien in the Equipment; Buyer shall cooperate in good faith to affect same. Buyer shall execute and deliver such additional documents as the Seller may reasonably request to perfect its security interest and/or liens evidencing such security interest.

Buyer further grants Seller the right to give notice to any party holding a security interest in like collateral advising of the security interest granted herein. Seller shall have all of the rights and remedies of a perfected secured party under the Uniform Commercial Code as adopted in the State of Wisconsin.

Unless otherwise indicated on the face hereof delivery terms are Ex Works (EXW) Seller’s selected manufacturing facility (Incoterms 2020).

Remittance should be forwarded to EMTRO LLC, at the address indicated on the billing invoice.

If shipments are delayed by or at the request of the Buyer, payment shall become due from the date when Seller is prepared to make shipment. Any equipment held for the Buyer because of such delay on delivery shall be at the sole risk and expense of the Buyer.

If more than one shipment is made, each may be invoiced separately.

Invoiced payments past due are subject to late charges of one and one half percent (1-1/2%) per month of any unpaid invoice balance. Buyer shall not set off against or deduct from any amounts due hereunder all or any part of any damages which it may have sustained or alleged to have sustained arising out of any breach of the Sales Agreement by Seller or any other claim Buyer may have against Seller.

Seller will assess Buyer’s financial condition and Seller shall have the absolute right to (i) limit the amount of credit that Seller may extend to Buyer for the purpose of goods hereunder, and delay manufacture or shipment of Buyer’s orders based upon those limitations; (ii) require full or partial payment in advance; (iii) ship goods to Buyer C.O.D., require payment by irrevocable confirmed letter of credit, or require payment to be secured by letters of credit; (iv) require written guarantees of payment satisfactory to Seller; or (v) cancel or refuse to accept or fill any order from Buyer then outstanding or thereafter placed, all on terms satisfactory to Seller, in its sole and absolute discretion.

4. TAXES:

All prices quoted herein do not include sales, use, value added, excise and other taxes or other governmental charges in respect of the production, sale, distribution or delivery of any Equipment or service related thereto. Buyer agrees to indemnify Seller against the imposition of, or increase in, any such taxes or charges after the date hereof, which Seller may be required to pay.

5. SHIPMENTS AND DELIVERY:

Risk of loss or damage to goods shall pass from Seller to Buyer upon delivery of the Equipment. Delivery dates are approximate, not guaranteed, and based on prompt receipt of the down payment and all necessary information from Buyer to Seller.

6. DISCLAIMER OF CONSEQUENTIAL DAMAGES; LIMITATION OF LIABILITY; BUYER’S NEGLIGENCE AND INSURANCE.

SELLER, ITS SUBSIDIARIES, AFFILIATES, AGENTS, OR EMPLOYEES SHALL NOT BE LIABLE TO BUYER FOR INCIDENTAL, INDIRECT, SPECIAL, LIQUIDATED OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF EQUIPMENT, COSTS OF REPLACEMENT OR SUBSTITUTE GOODS OR PRODUCT, COSTS OF CAPITAL, ADDITIONAL EXPENSES INCURRED IN THE USE OF EQUIPMENT OR FACILITIES, OR CLAIMS OF THIRD PARTIES. THIS DISCLAIMER SHALL APPLY TO CONSEQUENTIAL DAMAGES BASED UPON ANY CAUSE OF ACTION WHATSOEVER ASSERTED AGAINST SELLER, INCLUDING ONE ARISING OUT OF ANY BREACH OF CONTRACT, BREACH OF WARRANTY, EXPRESS OR IMPLIED; GUARANTEE; PRODUCTS LIABILITY; NEGLIGENCE; TORT; OR ANY OTHER THEORY OF LIABILITY.

INDEMNIFICATION BY BUYER. BUYER SHALL INDEMNIFY SELLER FOR, AND HOLD SELLER HARMLESS FROM, ALL COSTS AND EXPENSES INCURRED BY SELLER, INCLUDING, WITHOUT LIMITATION, COSTS OF INVESTIGATION, ATTORNEY’S FEES, AND AMOUNTS PAID IN SETTLEMENT OR SATISFACTION OF CLAIMS, PROCEEDINGS OR JUDGMENTS IN CONNECTION WITH ALL CLAIMS AND PROCEEDINGS AGAINST SELLER BASED UPON CLAIMED DEFECTS IN DESIGN IN ANY EQUIPMENT OR MATERIAL MANUFACTURED FOR BUYER BY SELLER TO BUYER’S SPECIFICATIONS OR DESIGN.

LIMITATION OF LIABILITY. SELLER’S LIABILITY FOR ANY AND ALL CLAIMS, EXCLUDING PROPERTY DAMAGE AND PERSONAL INJURY CLAIMS, ALLEGEDLY RESULTING FROM BREACH OF CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY SHALL NOT EXCEED EITHER A) THE AMOUNT OF THE INITIAL PURCHASE PRICE PAID TO SELLER BY BUYER IN CONTRACTS UP TO ONE MILLION USD IN VALUE, OR B) 25% OF THE TOTAL CONTRACT PRICE IN CONTRACTS GREATER THAN ONE MILLION. SELLER’S LIABILITY FOR PROPERTY DAMAGE AND PERSONAL INJURY IS LIMITED TO THE AMOUNT INDICATED ON SELLER’S INSURANCE CERTIFICATE ISSUED BY SELLER FOR THIS CONTRACT.

BUYER’S NEGLIGENCE AND INSURANCE. SELLER SHALL NOT BE RESPONSIBLE FOR LOSSES OR DAMAGES ARISING OUT OF THE NEGLIGENCE OF THE BUYER, ITS EMPLOYEES, AGENTS OR ARCHITECTS OR THOSE OF THIRD PARTIES FOR WHOM SELLER IS NOT RESPONSIBLE, OR LOSSES FOR WHICH THE BUYER HAS AGREED TO PROVIDE INSURANCE. IF BOTH SELLER AND BUYER ARE NEGLIGENT AND THE NEGLIGENCE OF BOTH IS THE PROXIMATE CAUSE OF THE ACCIDENT, THEN EACH PARTY WILL BE RESPONSIBLE FOR ITS PORTION OF THE LIABILITY OR DAMAGES (EXCLUDING CONSEQUENTIAL OR INDIRECT DAMAGES WHICH ARE DISCLAIMED BY SELLER) RESULTING THEREFROM EQUAL TO SUCH PARTY’S COMPARATIVE SHARE OF THE TOTAL NEGLIGENCE.

7. SAFETY REQUIREMENTS:

Buyer shall notify Seller in writing of any safety devices for the Equipment that are not specifically included in the description of the Equipment and that may be required by state or local law, rule or regulation. Notice by Buyer shall be in good time before the estimated date of delivery to permit installation by Seller of the required safety devices on the Equipment, if such safety devices are available and are approved by Seller as provided herein. Buyer agrees to indemnify and hold Seller harmless from and against all liability, loss, cost, damage or expense attributable to any claim against Seller for personal injury or property damage arising out of the installation, maintenance or operation of the Equipment by Buyer or others, whatever the cause or alleged cause of the personal injury or property damage may be.

8. EQUIPMENT WARRANTY:

In no event shall Seller’s limited warranty with regard to freedom from defects extend to any Equipment in any way caused or allowed to be installed, operated, or used in a negligent or improper manner, or so as to subject or expose Equipment to conditions of facilities’ power, compressed air, or utilities outside recommended operating specifications, environmental conditions outside of recommended operating parameters, excessive or conductive dust or debris, poor quality or storage conditions of the materials to be used in the process of the Equipment, or other abuse or accident. Seller cannot and does not make any guarantee as to the life of the Equipment purchased by Buyer when subject to conditions which cause such damages.

EXCEPT AS SET FORTH IN PARAGRAPH 8, AND VARYING ONLY AS SET FORTH IN PARAGRAPH 9, THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. NO IMPLIED WARRANTY OF MERCHANTABILITY, NO IMPLIED WARRANTY OF FITNESS FOR ANY PURPOSE, AND NO WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE IS GIVEN BY SELLER OR SHALL ARISE BY OR IN CONNECTION WITH THE SALES AGREEMENT AND/OR THE SELLER’S AND/OR BUYER’S CONDUCT IN RELATION THERETO OR TO EACH OTHER, AND IN NO EVENT SHALL SELLER BE LIABLE ON ANY SUCH WARRANTY WITH RESPECT TO ANY EQUIPMENT, INCLUDING THE WARRANTY SET FORTH IN PARAGRAPH 8. ANY MODEL, SAMPLE, DRAWING OR OTHER ARTIFACT OR REPRESENTATION OF ANY KIND OF ANY EQUIPMENT SHOWN OR FURNISHED TO BUYER BY SELLER, IF ANY, WAS FOR ILLUSTRATIVE PURPOSES EXCLUSIVELY AND NEITHER DID NOR DOES CONSTITUTE ANY REPRESENTATION OR WARRANTY OF SELLER THAT ANY EQUIPMENT WOULD OR WILL CONFORM THERETO.
SELLER SHALL NOT BE REQUIRED TO HONOR THE FOREGOING WARRANTY IF BUYER HAS FAILED TO MAKE FULL AND TIMELY PAYMENT TO SELLER OF THE FULL AMOUNT INVOICED BY SELLER TO BUYER FOR THE EQUIPMENT AS REQUIRED UNDER PARAGRAPH 3 ABOVE.

If Seller is unable to modify, repair or replace as provided above to meet its warranty obligations stated above, including compliance with any acceptance criteria contained in this Agreement, Buyer’s sole remedy shall be to pay and Seller’s sole liability shall be to accept a mutually agreed price reduction reflecting the difference between the value of the Equipment delivered and the value the Equipment would have had if it had been as warranted. In the event that the parties fail to agree on a price reduction, Seller’s sole liability shall be to repay any portion of the purchase price paid for the Equipment upon Buyer’s returning it to Seller FCA Buyer’s plant (Incoterms 2020).

9. INSTALLATION AND SERVICE:

Seller shall not be required to install, service, or provide any on-site engineering and/or site preparation for any of the Equipment except as may be agreed upon in writing by Seller and Buyer.

10. INTELLECTUAL PROPERTY; SOFTWARE; SOFTWARE MAINTENANCE:

Software; End User License Agreement. Any references to the “sale” of or “selling” or “purchase” of Software shall mean sale or purchase of the end user license to use such Software; Software is licensed and not sold. Usage of Software, and any associated user documentation and materials, shall be subject to the terms and conditions of the end-user/software license agreement accompanying the Software or otherwise designated on the EMT Website (or in another EMT writing) as governing the use of such Software (“EULA”). Copies of EULAs for relevant EMT-Branded Software applications (and for some third-party branded Software applications) are available on the EMT Website or upon request. Buyer shall be bound by and adhere to the terms the applicable EULA(s), and shall cause its users to comply with such terms. Without prejudice to any other right or remedy available to EMT, EMT may suspend performance or cause early termination of Software licenses (and related Software Maintenance, if any) if Customer fails to pay in full, when due, any applicable fees or charges, or otherwise breaches the Contract (including any terms of the EULA). Software is deemed accepted upon delivery.

Software Maintenance. If Buyer acquires a Software Maintenance contract/agreement (sometimes referred to as an “SMA”) under the Contract, during the applicable Maintenance term, unless otherwise agreed, Buyer will be entitled to the Software maintenance updates (if any) and remote technical support services made generally available by EMT to similarly situated end-user customers of the Software who are on Maintenance. Buyer shall only be entitled to Software Maintenance on those Software features for which Buyer has acquired Maintenance and has a current right to Maintenance. Software Maintenance shall not entitle Buyer to any release, option, module, feature, or future product, which EMT licenses separately or offers for an additional fee. Technical support is limited to reasonable remote assistance in response to Buyer’s technical support inquiries regarding: (i) Software installation, (ii) Software errors, and (iii) general questions regarding the usage of Software features. Technical support does not include training, consulting, on-site services, or other Professional Services, or the provision of engineering judgment for a customer-specific situation. If Software Maintenance lapses (or was not initially acquired), and Buyer wishes to procure Software Maintenance, Buyer will be assessed additional back maintenance fees for the period the Software was not maintained, as well any applicable reinstatement fees, in accordance with EMT’s then-current policies for the Software. Any updates, service packs, or new releases to the Software made available to Buyer under Software Maintenance will be subject to terms and conditions of the underlying EULA, unless accompanied with their own EULA. EMT’s sole and exclusive liability, and Buyer’s sole and exclusive remedy, for EMT’s material breach of its Software Maintenance obligation and failure to cure such material breach within thirty (30) days after written notice will be that Buyer may terminate Software Maintenance for the Software involved and receive a pro-rata return of Software Maintenance fees actually paid to EMT for the remaining unused Maintenance period of the Software involved.

11. TRADEMARKS:

Unless otherwise agreed, Seller reserves the right to have its name or trademark appear on each product sold hereunder, and to use such products or illustrations of the same for display or advertising purposes.

12. BUYER SPECIFICATIONS/DISCLOSURES; OSHA:

OSHA. Federal, State & Local. Seller will comply with the Federal OSHA requirements in effect as of the date of the Proposal relative to the Equipment. Seller’s sole responsibility is limited to modification or replacement of the Equipment cited as violating such standards. OSHA requirements with respect to noise are specifically excluded. Where state, local or Buyer’s health and safety requirements differ from the Federal OSHA requirements, modifications or changes in design to meet such requirements will be incorporated at Buyer’s request. Additional costs arising from such requests and from erection procedures required by state, local or Buyer’s health and safety regulations which deviate from Federal OSHA requirements are for Buyer’s account.

13. DRAWINGS AND SPECIFICATIONS:

Any drawings, prints or other information furnished by Seller in connection with the order are strictly confidential and shall not be used for any purpose other than in connection with Seller’s products and equipment; all rights of Seller thereto are reserved and no drawing, print or other information shall be copied or distributed in whole or in part without prior permission from Seller. All copyrights in drawings, prints, schematics or other pictorial representations provided by Seller vest solely in Seller and are Seller’s sole and exclusive property. No equipment may be manufactured by Buyer or for Buyer by third parties from Seller’s prints or designs (whether or not furnished to Buyer by Seller) without the prior consent of Seller. Buyer shall not reverse engineer any of the Equipment or facilitate reverse engineering of the Equipment by any third party, nor shall Buyer purchase equipment that appears to have been reverse engineered by third parties.

14. INSPECTION BY BUYER: CLAIMS FOR DAMAGES IN TRANSIT:

Buyer shall carefully examine and check all deliveries of Equipment made hereunder as they are received and to report within seven days to Seller any alleged error, shortage or defect or non-conformity of any such Equipment; any failure by Buyer so to examine and report shall constitute a waiver by Buyer of any claim or right of Buyer against Seller arising hereunder or by law with respect to any such error, shortage, defect or non-conformity reasonably discoverable by such an examination and check. All claims by Buyer for damage or loss in transit shall be made by Buyer against the carrier.

15. PERFORMANCE TESTING:

Any tests conducted to prove the performance of the Equipment complies with a test procedure that has been agreed between Buyer and Seller shall be completed no later than ninety (90) days after the Equipment has been installed. If the tests are not conducted within 90 days of installation or within 6 months of shipment, whichever is earlier, and through no fault of Seller, the Equipment shall be deemed accepted by the Buyer and in compliance with all contractual requirements. Unless otherwise stated, the price(s) set forth on the face hereof do not include the cost of any tests. The results of any tests so conducted shall be accepted by Buyer as final and binding as to the performance or other specifications of Equipment so tested. Paper, foils, or other media, inks, adhesives, and other materials used in actual production by Buyer shall be as specified or be at least comparable in quality to that specified.

16. BUYER PROCESS:

Unless otherwise agreed, Seller does not guarantee Buyer process performance with respect to raw materials, final product, production speeds, efficiencies and energy consumption. Seller shall not be obligated to make any modifications to the Equipment if requested after the date hereof by Buyer for process or experimental reasons discovered by Buyer, or due to the discovery of new technology by Buyer after the date hereof, or to meet specifications of Buyer not described to Seller on the date hereof. Buyer agrees to and commits that any paper, foils, or other media, inks, adhesives, and any other raw materials used in Buyer’s process performance shall be identical to operating specifications and comparable in quality to those employed in the performance testing. Buyer agrees to and commits that any conditions the Equipment may be subjected to, such as heat, humidity, silicones or other particulates, or other environmental hazards, excessive or conductive dust or debris, existing in the Buyer’s process performance, shall be identical to operating specifications or, in the absence of a specification, as is reasonable, customary, and acceptable in the Buyer’s industry or consistent with past practice.

17. MODIFICATIONS AND CANCELLATIONS:

Except as expressly provided herein, the terms and conditions (whether as to the performance or safety of the Equipment, or otherwise) of the Sales Agreement may not be modified, terminated, or repudiated, in whole or in part, except by a writing signed by Seller and Buyer. Seller may, at its sole option, treat any attempted modification, termination or repudiation to which it does not agree in writing as a breach of the entire Sales Agreement and recover from Buyer all Seller’s damages, including without limitation special, indirect, consequential and incidental damages, resulting there from or arising in connection therewith. Seller may specify an increase in the price(s) set forth on the face hereof as a condition of its agreement to any modification of the Sales Agreement requested by Buyer. Upon any breach by Buyer or failure by Buyer to comply with any of the terms and conditions hereof, or if Buyer becomes unable to conduct its normal business operations (including inability to meet its obligations as they mature) or becomes the subject of any proceedings under state or federal law for the benefit of creditors or relief of debtor or makes any assignment for the benefit of creditors, Seller shall have the right immediately to cancel or terminate the Sales Agreement, in whole or in such part as Seller in its sole judgment shall deem expedient, and recover from Buyer all damages, including without limitation special, indirect, consequential and incidental damages, suffered by the Seller as a result of, or arising in connection with such termination. If the Sales Agreement, or any part thereof, is modified or terminated by written agreement of the parties or otherwise as provided herein, unless otherwise agreed, Buyer shall pay and be liable for modification or termination charges including (if applicable) without limitation, the following: (a) the price of any and all Equipment the manufacture of which by Seller is or was either completed or in process at the time of such written agreement or termination, plus (b) any and all expenditures made or incurred by Seller (including, without limitation, any such expenditures or liabilities for raw materials, components, labor, engineering and start-up expenses) in connection with the entire Sales Agreement (including, without limitation, the uncompleted or modified portion if Buyer’s order in connection therewith), plus (c) a reasonable estimated profit.

18. DELAYS AND DAMAGES – FORCE MAJEURE.

(a) In the event of delays in the performance of the obligations hereunder or damages due to conditions beyond Seller’s reasonable control, including, but not limited to acts of God, acts of Buyer, or Buyer’s customer or other contractors employed by Buyer, acts of civil or military authority, governmental restrictions, prohibitions and regulations, priorities, fire, storms, strikes, floods, epidemics, quarantine restrictions, war, riot, delays in transportation, car shortages, or Buyer’s inability to obtain necessary labor, materials, or manufacturing facilities, the Contract dates shall be extended by an equitable period of time and Seller shall be entitled to an equitable adjustment in the Contract price. (b) Acceptance of the equipment by Buyer shall constitute a waiver of all claims for damages. (c) Seller’s shipping dates are approximate. Seller’s performance is predicated on certain performance of Buyer and Seller is not responsible for loss or damage arising from delays caused by Buyer’s inability to act, failure to perform, or failure to provide complete and/or accurate information. (d) This Section shall in no event be construed to relieve Buyer from the obligation to pay for goods shipped by Seller.

19. REMEDIES:

No remedy of Seller provided herein shall be exclusive of any other remedy of Seller provided herein or allowed by law. Seller’s liabilities and Buyer’s remedies are limited to those contained in the Sale Agreement.

20. ASSIGNMENT:

No rights, benefits or duties under the Sales Agreement, including the benefits of the warranty contained in Section 8 hereof, shall be assignable by Buyer without the prior written consent of Seller.

21. VENUE.

THE EXCLUSIVE VENUE FOR ANY LEGAL PROCEEDINGS INVOLVING THE INTERPRETATION OR ENFORCEMENT OF THE SALES AGREEMENT OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE THE CIRCUIT COURT FOR BROWN COUNTY, WISCONSIN. BUYER WAIVES ALL CLAIMS OF LACK OF PERSONAL JURISDICTION BY SUCH COURT OVER BUYER, ANY RIGHT TO REMOVE ANY SUCH PROCEEDING TO FEDERAL COURT AND ALL CLAIMS OF FORUM NON CONVENIENS.

22. LIMITATION OF ACTIONS.

The parties hereto covenant and agree that if either acquires any right or rights to bring any action, suit or proceeding against the other for or as a result of any breach of this Agreement, except for non-payment of the purchase price, the party acquiring such right or rights shall be conclusively deemed to have waived and relinquished the same unless such action, suit or proceeding is commenced within one year after such right or rights arose.

23. HEADINGS.

Headings and captions set forth herein are for convenience or reference only and are not intended to, nor do they, alter the meaning, content or enforceability of any Article hereof.

24. SEVERABILITY.

If any provision of this document is determined to be illegal, invalid, or unenforceable, the validity and enforceability of the remaining provisions will not be affected and, in lieu of such illegal, invalid, or unenforceable provision, there will be added as part of this document one or more provisions as similar in terms as may be legal, valid and enforceable under applicable law.

25. OTHER CONTRACTORS.

Seller has no duty or authority to direct, supervise or oversee any contractors of Buyer or to provide the means, methods or sequence of their work or to stop their work. Seller’s services and/or presence at a site shall not relieve others of their responsibility to Buyer or to others. Seller shall not be liable for the failure of Buyer’s contractors or others to fulfill their responsibilities, and Buyer agrees to indemnify, hold harmless and defend Seller against all claims arising out of such failures.

26. DISPUTES.

If a dispute arises hereunder, the parties will confer and attempt to amicably resolve the dispute. If after good faith negotiation, the parties cannot reach agreement, then the matter will be finally resolved in a court having jurisdiction and venue located within the County of Brown, State of Wisconsin.

27. COLLECTION COSTS AND ATTORNEY FEES.

If Seller hires the services of any third party, including any collection agency or attorney, to collect any sums Buyer has failed to pay as required according to these terms and conditions, Buyer shall reimburse Seller for all costs and fees, including actual attorney fees charged by every such third party in relation to such collection efforts, whether the same have been incurred before the initiation of legal proceedings, during such proceedings or after the entry of a judgment or award.

28. EXPORT CONTROL.

The Buyer shall not (a) export, re-export or transfer any Equipment without first obtaining any licenses and authorizations required under applicable Export Regulations, (b) export, re-export or transfer any parts, or authorize or permit any third party to export, re-export or transfer any Equipment to a country that is subject to comprehensive sanctions or embargoes imposed the United Nations, the United States, the UK or the European Union, including the Democratic People’s Republic of Korea (North Korea), Cuba, the region of Crimea, Iran, and Syria, or to any customer or end-user that is subject to sanctions or other export prohibitions or restrictions under applicable Export Regulations or (c) use the Equipment in connection with the development or production of chemical, biological or nuclear weapons or their delivery systems. Buyer agrees to indemnify Seller against any liability caused by reason of Buyer’s failure to comply with the foregoing.

29. BONDS.

If Seller agrees in writing to furnish any bond or bonds on account of the execution or fulfillment of this Contract, then the cost will be added to the quoted price. The penal sum of any bond or bonds furnished by the Seller in connection with this Contract shall be automatically reduced to 5% of the initial Contract value upon the date Buyer is able to begin deriving benefit from the work or 3 months after the date Seller notifies Buyer of its readiness to ship equipment, whichever occurs earlier. Buyer agrees to execute any acknowledgement or furnish documents required to affect this reduction.

30. ENTIRE AGREEMENT; CONTRACT INTERPRETATION: GOVERNING LAW.

All communications, written and verbal, between the parties with reference to the subject of this Sales Agreement prior to the date of acceptance are merged herein, and this Proposal or Order Confirmation, when duly accepted and approved, shall constitute the sole and entire agreement and Sales Agreement between the parties. No change in or modifications of said Sales Agreement shall be binding upon the parties or either of them, unless the changes or modifications shall be duly accepted in writing by both parties. Unless Seller expressly agrees to the contrary in writing, these Standard Terms and Conditions of Sale (including statements made in the Proposal or Order Confirmation) shall govern any conflict with any in Buyer’s documents. Any contract resulting from this Proposal or Order Confirmation shall be construed, governed and enforced in accordance with the laws of the State of Wisconsin, exclusive of the choice of law rules thereof. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Contract.

31. CANADA.

For Customers in Canada, the following additional terms shall apply: Les Parties confirment que le Contrat et tous les documents connexes sont et seront en langue anglais. (Translation: “The Parties confirm that the Contract and all related documentation are and will be in the English language.”

Version 1.0.; 03/18/24

EMTRO LLC dba EMT International END USER LICENSE AGREEMENT (EULA)

Version 1.0; 03/28/24

END USER LICENSE AGREEMENT (EULA)

This end user software license agreement (the “Agreement” or the “EULA”) is a legal agreement between You, as Licensee, and EMTRO LLC dba EMT International (“EMT”), as Licensor, covering the software identified below (“Software”):

Description	Use	Owner	Agreement Location
PLC Runtime Code	Machine runtime application	EMT Proprietary	https://emtinternational.com/terms-conditions/
Cogenx DataMan Software	Barcode Troubleshooting Software	3rd Party	https://www.cognex.com/privacy-policy
EWON eCatcher	Remote connectivity software	3rd Party	https://www.ewon.biz/terms-of-use/ecatcher
B&R	Developer and troubleshooting tools	3rd Party	https://www.br-automation.com/en-us/service/end-user-license-agreement-eula/
Bosch Rexroth	Developer and troubleshooting tools	3rd Party	https://www.boschrexroth.com/en/us/terms-and-conditions/?optly_variant=version

BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL OR USE THE SOFTWARE. NOTE: EMT WILL NOT TRANSMIT THIS END USER LICENSE AGREEMENT TO YOU. IT IS YOUR RESPONSIBILITY TO OBTAIN COPIES OF THIS END USER LICENSE AGREEMENT FROM EMT’S WEBSITE SPECIFIED ON THE EMT PROPOSAL OR ORDER CONFIRMATION.

1. DEFINITIONS.

“Software.” The term “Software” includes application software, firmware, operating systems, drivers, and any other types of applications and software, and may include associated media, printed materials, and online or electronic documentation and any associated user documentation. The term “Software” also includes applicable third party software.

2. LICENSE GRANTS AND RESTRICTIONS.

3. OWNERSHIP; COPYRIGHT; INTELLECTIUAL PROPERTY; PRIVACY AND SECURITY.

4. RESTRICTIONS ON APLLICATION AND USE

Storage.

Copying.

Reservation of Rights.

Freeware.

Recovery Solution.

Source Code.

Limitation on Reverse Engineering.

No User Support.

User Setup Parameters.

5. UPDATES.

6. TRANSFER.

Restrictions. You may not rent, lease, or lend the Software or use the Software for commercial timesharing or bureau use. You may not sublicense, assign, or transfer the license or Software except as expressly provided in this EULA.

7. PROPRIETARY RIGHTS.

All intellectual property rights in the Software and user documentation are owned by EMT or its suppliers and are protected by law, including but not limited to United States copyright, trade secret, and trademark law, as well as other applicable laws and international treaty provisions. You shall not remove any product identification, copyright notices, or proprietary restrictions from the Software.

8. TERMINATION.

https://emtinternational.com/terms-conditions/

9. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.

THE SOFTWARE IS PROVIDED AS IS WITH ALL FAULT AND WITH NO WARRANTIES WHATSOEVER; EMT DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR A PARTICULAR PURPOSE.

SUBJECT TO LOCAL LAW, NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR, THE ENTIRE LIABILITY OF EMT AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU SEPARATELY FOR THE SOFTWARE OR U.S. $5.00. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EMT OR ITS SUPPLIERS BE LIABLE FOR (A) ANY LOSS OF PROFITS, BUSINESS, REVENUE, ANTICIPATED SAVINGS, GOODWILL, DATA, OR CONTRACTS, (B) ANY TYPE OF SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, (C) BUSINESS INTERRUPTION, (D) PERSONAL INJURY, OR (E) LOSS OF PRIVACY, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IF EMT OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10. THIRD PARTY SOFTWARE.

https://emtinternational.com/terms-conditions/

EMT MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY SOFTWARE. ALL THIRD PARTY SOFTWARE IS PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND. IN NO EVENT WILL EMT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE THIRD PARTY SOFTWARE, EVEN IF EMT HAS BEEN ADVISED OF THE POSSSIBILTY OF SUCH DAMAGES OR LOSSES.

11. CONFIDENTIALITY

12. GENERAL LEGAL PROVISIONS.

Modification.

https://emtinternational.com/terms-conditions/

No Agency.

Effective Date.

Entire Agreement.

Severability.

No Waiver.

Assignment.

Export Control.

Canada.

Electronic Acceptance.

Questions? If You have any questions about this EULA or EMT Software installed in EMT equipment, contact EMT by email at sales@emtinternational.com.

Service Plan Terms And Conditions

Version A; 01/16/2023

General terms and conditions of Rotocontrol EMT GmbH for the worldwide provision of maintenance and related services

1. SCOPE

These Terms and Conditions together with the service plan information on the preceding pages and the attached Services Proposal are an integral part of all maintenance agreements between EMTRO LLC (hereinafter referred to as “EMT/Rotocontrol”) and the Customer. These Terms and Conditions cover the EMT/Rotocontrol products specified in this agreement and the provision of support and maintenance with respect thereto. These Terms and Conditions supersede all previous agreements, representations and statements relating to the subject hereof.

2. TERM

3. PAYMENTS

EMT/Rotocontrol’s standard payment terms are net thirty (30) days from the date of invoice unless otherwise amended in writing. Payments not made when due are subject to a late payment service charge at a rate of 18% per annum or the maximum rate permitted by law, whichever is lower. Customer must notify EMT/Rotocontrol in writing within twenty (20) days of invoice date of any disputed items. If the financial condition of Customer at any time is such as to give EMT/Rotocontrol, in its judgment, reasonable grounds for insecurity concerning Customer’s ability to perform its obligations hereunder, EMT/Rotocontrol may require full or partial payment in advance or may suspend any further deliveries or continuance of the work to be performed by EMT/Rotocontrol until such payment has been received. Failure to furnish such payment within ten (10) days of demand by EMT/Rotocontrol shall constitute a repudiation of the Agreement, and in such event EMT/Rotocontrol shall be entitled to cancellation charges. In the event of bankruptcy or insolvency of Customer or in the event any proceeding is brought by or against Customer under the bankruptcy or insolvency laws, EMT/Rotocontrol shall be entitled to cancel any order outstanding at any time during the period allowed for filing claims against the estate and shall receive cancelation charges.

4. MAINTENANCE SERVICES

Where the agreement includes Preventative Maintenance (PM) visits conducted by EMT/Rotocontrol, routine preventive maintenance will be carried out with a view to maintaining the Equipment in satisfactory operating condition as determined by EMT/Rotocontrol on the machines listed in the Service Agreement during the period after the Warranty period specified in the original sales agreement. Preventative Maintenance consists of carrying out routine observation and adjustments to keep the Equipment operational. A report will be provided after the visit with recommendations for repair and parts. Parts are not included as part of the service contract and must be purchased separately. PM visit shall not include making specification changes, providing supplies or accessories, installing, moving or removing Equipment or accessories, performing electrical work external to the Equipment or overhauling. Defects outside of the PM may be reviewed during the PM trip but may incur additional costs if parts are required, the trip is extended, or engineering support is required. These should be brought to EMT/Rotocontrol’s attention during the planning of the PM trip.

5. TRAINING

If Training is included in the Services Agreement EMT/Rotocontrol shall undertake to train the operating personnel of the Customer as a group within the scope of the regular maintenance visit. Unless otherwise agreed by the Parties, the maximum group size shall be 3 persons. The content of the training includes the basics of operating the Customer’s Facilities, setting up a paper run, accident prevention, fault handling, and carrying out maintenance and cleaning work. Depending on the group composition, the training courses are either initial training courses or refresher and in-depth training courses. The duration of the training depends on the knowledge of the persons to be trained and the content to be taught.

6. PHONE SUPPORT/ REPAIR

EMT/Rotocontrol – Americas Customer Service

Rotocontrol Germany Customer Service

7. CUSTOMER OBLIGATIONS UNDER THE CONTRACT

8. EXCLUSIONS FROM THE CONTRACT

9. CONTACTS IN THE CUSTOMER’S ORGANIZATION WITH WHOM WE WILL DEAL

Unless the customer stipulates otherwise, we will contact the person named in the Service Agreement to coordinate activities on site. EMT/Rotocontrol’s service technician will provide the contact person with a written report on the work that has been carried out within one week of leaving site.

10. WHEN WE WILL CARRY OUT THE PREVENTATIVE AND CORRECTIVE MAINTENANCE VISITS

We will carry out the preventative maintenance and corrective maintenance visits between 0800 and 1700 hours, Monday to Friday, excluding public holidays.

11. WARRANTY AND LIABILITY

12. GENERAL

Rotocontrol General Terms and Conditions of Delivery
Status: 16/09/2013

1. Application of these Conditions

2. Conclusion of Contract, Written Form

3. Delivery, Date of Delivery

4. Shipment and Transfer of Risk

5. Prices and Price Alteration

6. Conditions of Payment, Set-Off, Right of Retention

7. Acceptance

if the acceptance inspection for reasons, ROTOCONTROL is not responsible for, cannot be carried out at the date agreed upon or

if the customer refuses to cooperate or take part in the acceptance inspection or

as soon as the customer uses the services and goods of ROTOCONTROL.

8. Quality and Warranty

9. Liability of ROTOCONTROL

to damages, which ROTOCONTROL has caused deliberately or with gross negligence

in cases of minor negligence for damages, which are based on injury to life, body or health and for damages which are provoked by a breach of fundamental contractual obligations by ROTOCONTROL (see section 9.2 and 9.3 below).

10. Copy Right/Retention of Title

11. Place of Performance, Place of Litigation, Applicable Law

Rotocontrol EMT GmbH Service and Maintenance Terms and Conditions

Service and Maintenance terms and conditions of Rotocontrol EMT GmbH for the worldwide provision of maintenance and related services

1. Subject matter of the maintenance agreement; scope of services

2. Assistance of the Customer

3. Dates and deadlines for Services, default

4. State of the art; maintenance log

The Contractor shall perform the Services in a state-of-the-art manner, i.e. in accordance with the recognized rules of technology currently in force. The Services rendered by the Contractor, in particular the hours worked as well as the spare parts used, shall be confirmed in writing by the Customer on site using a maintenance log.

Please Select Document

STANDARD TERMS AND CONDITIONS OF SALE

1. ACCEPTANCE BY BUYER:

2. SALES AGREEMENT:

3. PAYMENT AND CREDIT; SECURITY INTEREST:

4. TAXES:

5. SHIPMENTS AND DELIVERY:

6. DISCLAIMER OF CONSEQUENTIAL DAMAGES; LIMITATION OF LIABILITY; BUYER’S NEGLIGENCE AND INSURANCE.

7. SAFETY REQUIREMENTS:

8. EQUIPMENT WARRANTY:

9. INSTALLATION AND SERVICE:

10. INTELLECTUAL PROPERTY; SOFTWARE; SOFTWARE MAINTENANCE:

11. TRADEMARKS:

12. BUYER SPECIFICATIONS/DISCLOSURES; OSHA:

13. DRAWINGS AND SPECIFICATIONS:

14. INSPECTION BY BUYER: CLAIMS FOR DAMAGES IN TRANSIT:

15. PERFORMANCE TESTING:

16. BUYER PROCESS:

17. MODIFICATIONS AND CANCELLATIONS:

18. DELAYS AND DAMAGES – FORCE MAJEURE.

19. REMEDIES:

20. ASSIGNMENT:

21. VENUE.

22. LIMITATION OF ACTIONS.

23. HEADINGS.

24. SEVERABILITY.

25. OTHER CONTRACTORS.

26. DISPUTES.

27. COLLECTION COSTS AND ATTORNEY FEES.

28. EXPORT CONTROL.

29. BONDS.

30. ENTIRE AGREEMENT; CONTRACT INTERPRETATION: GOVERNING LAW.

31. CANADA.

END USER LICENSE AGREEMENT (EULA)

1. DEFINITIONS.

2. LICENSE GRANTS AND RESTRICTIONS.

3. OWNERSHIP; COPYRIGHT; INTELLECTIUAL PROPERTY; PRIVACY AND SECURITY.

4. RESTRICTIONS ON APLLICATION AND USE

5. UPDATES.

6. TRANSFER.

7. PROPRIETARY RIGHTS.

8. TERMINATION.

9. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.

10. THIRD PARTY SOFTWARE.

11. CONFIDENTIALITY

12. GENERAL LEGAL PROVISIONS.

Questions? If You have any questions about this EULA or EMT Software installed in EMT equipment, contact EMT by email at sales@emtinternational.com.

General terms and conditions of Rotocontrol EMT GmbH for the worldwide provision of maintenance and related services

1. SCOPE

2. TERM

3. PAYMENTS

4. MAINTENANCE SERVICES

5. TRAINING

6. PHONE SUPPORT/ REPAIR

7. CUSTOMER OBLIGATIONS UNDER THE CONTRACT

8. EXCLUSIONS FROM THE CONTRACT

9. CONTACTS IN THE CUSTOMER’S ORGANIZATION WITH WHOM WE WILL DEAL

10. WHEN WE WILL CARRY OUT THE PREVENTATIVE AND CORRECTIVE MAINTENANCE VISITS

11. WARRANTY AND LIABILITY

12. GENERAL

1. Application of these Conditions

2. Conclusion of Contract, Written Form

3. Delivery, Date of Delivery

4. Shipment and Transfer of Risk

5. Prices and Price Alteration

6. Conditions of Payment, Set-Off, Right of Retention

7. Acceptance

8. Quality and Warranty

9. Liability of ROTOCONTROL

10. Copy Right/Retention of Title

11. Place of Performance, Place of Litigation, Applicable Law

Service and Maintenance terms and conditions of Rotocontrol EMT GmbH for the worldwide provision of maintenance and related services

1. Subject matter of the maintenance agreement; scope of services

2. Assistance of the Customer

3. Dates and deadlines for Services, default

4. State of the art; maintenance log

5. Remuneration; payment terms

6. Warranty, statute of limitations, limitation of liability

7. Conclusion of the maintenance agreement; termination